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Business Combinations
 12 Months Ended
Sep. 30, 2017
Business Combinations [Abstract]  
Business Combination Disclosure

18. BUSINESS COMBINATIONS AND DIVESTITURES

Business Combinations

The Company completed three acquisitions in the year ended September 30, 2017:

  • Freeman Enclosure Systems, LLC – We acquired 100% of the membership interests and associated real estate of Freeman and its affiliate Strategic Edge, LLC on March 16, 2017. Strategic Edge, LLC was subsequently merged into Freeman, with Freeman as the surviving entity. Freeman is included in our Infrastructure Solutions segment. Freeman’s ability to manufacture custom generator enclosures has expanded our solutions offering.

  • Technical Services II, LLC – STR Mechanical, our 80% owned subsidiary which is consolidated, acquired all of the membership interests of Technical Services, a Chesapeake, Virginia-based provider of mechanical maintenance services, including commercial heating, ventilation and air conditioning, food service equipment, electrical and plumbing services, on June 15, 2017. Technical Services will operate as a subsidiary of STR Mechanical within the Company’s Commercial & Industrial segment. The acquisition of Technical Services has expanded our geographic reach and diversified our customer base for mechanical maintenance services.

  • NEXT Electric, LLC - On July 14, 2017, the Company acquired 80% of the membership interests of NEXT Electric, a Milwaukee, Wisconsin-based electrical contractor specializing in the design, installation and maintenance of electrical systems for commercial, industrial, healthcare, water treatment and education end markets. NEXT Electric will operate within the Company’s Commercial & Industrial segment.

The total aggregate consideration of $20,979 for these three acquisitions includes aggregate cash consideration of $20,613 and contingent consideration in connection with the Freeman and Technical Services acquisitions with aggregate acquisition date fair value estimated at $366. Of the cash consideration, $20,213 was paid on the various acquisition dates, and the remaining $400 is payable within 18 months of the transaction date, after deducting certain seller liabilities. The fair value of the contingent consideration liability was estimated at $786 as of September 30, 2017 and is included in other non-current liabilities on our condensed consolidated balance sheets.

The Company accounted for the transactions under the acquisition method of accounting, which requires recording assets and liabilities at fair value (Level 3). The valuations derived from estimated fair value assessments and assumptions used by management are preliminary pending finalization of certain tangible and intangible asset valuations and assessment of deferred taxes. While management believes that its preliminary estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different values being assigned to individual assets acquired and liabilities assumed. This may result in adjustments to the preliminary amounts recorded. The preliminary valuation of the assets acquired and liabilities assumed as of the various acquisition dates is as follows:

Current assets$13,578
Property and equipment8,319
Intangible assets (primarily customer relationships)5,498
Goodwill7,121
Current liabilities(10,696)
Long term liabilities(314)
Deferred tax liability(1,114)
Noncontrolling interest(1,413)
Net assets acquired$20,979

With regard to goodwill, the balance is attributable to the workforce of the acquired business and other intangibles that do not qualify for separate recognition. In connection with the Freeman, Technical Services and NEXT Electric transactions, we acquired goodwill of $7,121, of which $3,411 is tax deductible.

In conjunction with these acquisitions, we acquired receivables totaling $11,223, of which we estimate none to be uncollectible at the date of acquisition.

In the aggregate, these three acquisitions contributed $18,413 in additional revenue and $769 in additional operating income during the year ended September 30, 2017.

Noncontrolling Interest

Our agreements governing the operations of STR and NEXT Electric contain a provision where, at any time after five years from the acquisition date, we may purchase all or a portion of the 20% noncontrolling interest. Pursuant to this provision, we may purchase the noncontrolling interest, or, with notice, the noncontrolling interest holders may cause us to purchase their interests, for a contractually determined price based on the trailing 2 year earnings before interest, taxes, depreciation, and amortization of STR and NEXT Electric, calculated at the time of the purchase.

As of the acquisition date, the fair value of the noncontrolling interest in STR and NEXT Electric was equal to 20% of the overall fair value of STR and NEXT Electric.

Unaudited Pro Forma Information

The following unaudited supplemental pro forma results of operations include the results of the three acquisitions completed during year ended September 30, 2017, as described above, as if each had been acquired as of October 1, 2015, and have been provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented or that may be achieved by the combined companies in the future. Future results may vary significantly from the results reflected in the following pro forma financial information because of future events and transactions, finalization of the valuations of deferred taxes, fixed assets, and certain intangible assets, as well as other factors, many of which are beyond IES’s control. Cost savings and other synergy benefits resulting from the business combination have not been included in pro forma results.

The unaudited pro forma financial information reflects certain adjustments related to the acquisition, such as the recording of depreciation expense in connection with fair value adjustments to property and equipment, amortization expense in connection with recording acquired identifiable intangible assets at fair value, and interest expense calculated on the $20,000 drawn on the Company’s available line of credit at a rate of 2.5%. The unaudited pro forma financial information also includes the effect of certain non-recurring items as of October 1, 2015 such as $665 of tax benefits and acquisition related costs of $458 incurred during the year ended September 30, 2017, which are shown as if they had been incurred on October 1, 2015.

The supplemental pro forma results of operations for the years ended September 30, 2017 and 2016, as if the acquisitions had been completed on October 1, 2015, are as follows:

Unaudited
Year EndedYear Ended
September 30, 2017September 30, 2016
Revenues$855,783$778,781
Net Income$13,676$118,071

Divestitures

In February 2016, our Board of Directors approved a plan for the sale of substantially all of the operating assets of HK Engine Components, LLC (“HK”), a wholly-owned subsidiary of the Company operating in the Infrastructure Solutions segment. In connection with the sale, we allocated $577 of goodwill to the disposal group. In conjunction with the write down of these assets to their net realizable value of $2,200, we then recognized a loss of $821, recorded within “(Gain) loss on sale of assets” within our Consolidated Statement of Comprehensive Income for the year ended September 30, 2016. The sale of these assets to a third party was completed on April 15, 2016.